SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ratner Bruce C

(Last)

(First)

(Middle)

ONE METRO TECH CENTER NORTH

(Street)

BROOKLYN

11201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Forest City Realty Trust, Inc. [ FCEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common⁽¹⁾								22,500	D⁽¹⁾
Class A Common								15,000	I	See footnote⁽²⁾
Class A Common								462	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Units	$23.96⁽⁴⁾	08/31/2017		J⁽⁵⁾			183,610	11/08/2007	08/08/1988⁽⁶⁾	Class A Common Stock	183,610	$0	0	D
Class A Common Units	$23.96⁽⁴⁾	08/31/2017		J⁽⁷⁾			301,529	11/08/2007	08/08/1988⁽⁶⁾	Class A Common Stock	663,431	$0	361,902	I	See footnote⁽³⁾

Explanation of Responses:

1. Shares are held in a street account with Merrill Lynch.

2. Shares are held in a street account with Chase for the benefit of stepson Michael Carajohn. Bruce Ratner is not the account custodian.

3. Units are held indirectly through an entity (LLC, Trust, etc.)

4. Class A Common Units of Forest City Master Associates III, LLC (a subsidiary of Forest City Realty Trust, Inc.) are convertible into Forest City Realty Trust, Inc. Class A Common Stock on an equal number basis or cash.

5. Represents 183, 610 Class A Common Units of Forest City Master Associates III, LLC that were held directly by Bruce C. Ratner and redeemed as part of an in-kind exchange for real property.

6. There is no expiration date.

7. Represents 301,529 Class A Common Units of Forest City Master Associates III, LLC that were held indirectly by Bruce C. Ratner through six entities and redeemed as part of an in-kind exchange for real property.

Remarks:

Subject to certain exceptions, the Class A Common Units were generally not convertible until November 8, 2007. Mr. Ratner disclaims beneficial ownership of all Class A Common Units, including any shares of Class A Common Stock into which such Class A Common Units are convertible, except to the extent of any direct or indirect pecuniary interest therein.

	J. Matthew Shady, Attorney-In-Fact for Bruce C. Ratner	09/08/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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